Outside the home of Doctor
Strange it is raining, but inside his sanctum sanctorum, the leader of the
Defenders is just finishing up his personally-guided tour of his mansion for the
newest Defender, Nighthawk. Valkyrie pulls him aside and comments on his new
costume which is much more striking than his previous garments which were
destroyed in the Defenders battle with Nebulon and the Squadron Sinister.
Nighthawk reveals to Strange and Valkyrie that he has also fitted his new attire
with a jet-back which, he indicates, will replace his hawk-plane. Valkyrie then
surprises the new Defender when she announces that he will make a superb
replacement for her. Nighthawk stands shocked but Strange is nonplussed. The
magician explains to Nighthawk that the Valkyrie actually tendered her
resignation some time ago (see Defenders #12) but he had hoped she had changed her
mind.

Valkyrie relates to Nighthawk
that she owes a debt to a girl named Barbara, the girl whose body she now
inhabits as a result of the Enchantress's sorcery (see Defenders #4 for the origin of the Valkyrie). She explains that she
cannot rest until she repays that debt by discovering who Barbara truly was. She
goes on further to indicate that she also has a problem with her winged horse
Aragorn who is in need of a place to rest. Nighthawk replies that while he may
not be able to help her with the woman Barbara's identity he can help her with
finding appropriate lodgings for her horse. He goes to the phone and as he dials
he reminds Val that underneath the mask he is Kyle Richmond, boy tycoon! He
calls Pennysworth and instructs his servant to purchase a private riding
academy. Val is taken aback at her good fortune and Nighthawk's generosity but
as she expresses her gratitude to the Defender, they turn to notice that Doctor
Strange seems to be talking to some unseen person.

Indeed, Strange admits he is
speaking to someone but then he realizes that perhaps only his mystically
trained eyes can detect the presence. Doctor Strange then uses his chest amulet
to expose the psychic image for the other Defenders to see. Floating in the air
before Nighthawk and Valkyrie appears a man in a wheelchair who indicates that
he is Professor X. After asking for forgiveness at his intrusion, Professor X
explains that those he normally uses for such urgent matters are away on a
secret mission from which he cannot summon them back (Prof X is referring to the
Uncanny X-Men whom were dispatched on their current adventure back in
Marvel Team-Up
#23). He explains that he is
in need of the Defenders to stand at his side in their stead to face a menace so
awesome that it threatens the world! Dr. Strange replies on behalf of the
Defenders and indicates that they would be honoured to aid the head of the
X-Men. Professor X thanks the team and asks them to join him immediately in New
Mexico at the Carlsbad Caverns. Then, with a glimmering of white light, the
mental image of the man called Prof X is gone. Nighthawk, happy to begin his new
career as a Defender, indicates to Strange that they had better leave at once.
But, Strange explains that before they embark on this new adventure they had
best summon some raw power which he fears they are going to require in this
endeavour.

And, at that moment, the raw
power to which Doctor Strange refers, the incredible Hulk, is lumbering heavily
through a deep wooded glade, enjoying a brief respite from the senseless
violence that seems to dog his every step. But, unfortunately for the Hulk,
peace is a frightfully fleeting thing as suddenly, appearing in the sky over the
Hulk is the astral projection of Doctor Strange. The magician's psychic image
tells the green behemoth that the Defenders are in need of his awesome strength.
The Hulk, always happy to show that he is the strongest one there is, happily
follows the ghostly head of Doctor Strange as it leads him to New Mexico.
Meanwhile, back outside Strange's sanctum sanctorum the three Defenders head off
to join their team mate at the Carlsbad Caverns.

A short time later, Nighthawk,
Valkyrie and Strange arrive at their destination and are greeted by the
wheelchair bound Prof X. The team members are congratulated for their hasty
arrival and Xavier is eager to begin the task at hand but Strange explains that
they are awaiting the arrival of a fourth Defender. No sooner does Doctor
Strange say this when, as if on cue, the Incredible Hulk arrives with a
resounding thud. With the team now complete, the rather bizarre quintet enters
the stygian darkness of the Carlsbad Caverns guided by a light issued from
Doctor Strange's mystic amulet. Suddenly, the unnatural light reveals a massive
orange skinned creature which looks like a cross between an ogre and a cyclops.
Shambling out from the shadows, the monster's gaping mouth drips foaming saliva
and its single azure eye glows wildly with hunger. The beast, four times the
size of a man, towers over the Hulk who warns the creature to be gone or else be
smashed! But, the cyclopean horror seemingly ignores the emerald behemoth's
warning, and as the Hulk leaps with a mighty blow to its huge head, he is easily
swatted away by the monster's massive hand. Valkyrie rushes to the Hulk's
defense but she finds her enchanted blade, Dragonfang is ineffectual against the
orange giant and she is scooped up in the creature's right hand. Nighthawk then
leaps to aid his comrades but he too is quickly ensnared by the deceivingly fast
left hand of the cyclops. Doctor Strange then blasts the creature with his bolts
of bedevilment but is shocked to discover that his powers have no effect on the
monster either.

Suddenly, Prof X yells at Strange
to restrain himself and warns him that he is going about the attack the wrong
way. Doctor Strange turns on Xavier and explains that if he does not act soon
his team mates will be doomed. However, this falls on deaf ears and Strange
watches as Prof X puts his head down and concentrates on the mad cyclops.
Strange watches in amazement as the orange beast dissolves like smoke in the wind
and then quickly fades away. The Defenders stand around Xavier in awe as they
realize the monster was but an illusion. Xavier is then about to explain the
origin of the illusion when suddenly the group is hit by a blast of sizzling
energy. And, as the Defenders slump unconscious to the dirt floor of the cavern,
the sound of maniacal laughter echoes in their ears. Watching from the edge of
the cavern, Magneto and the Brotherhood of Evil Mutants gloat at their easy
triumph!

Untold moments later, the
Defenders regain consciousness but find themselves trapped in glowing magnetic
field. Magneto explains that in the past, superheroes like those before him have
thwarted his efforts at placing mutants at the forefront of international
affairs. Magneto then indicates a massive glass container which conceals the
vague shape of a humanoid within. The magnetic mutant goes on to explain that
when the sleeper within the glass enclosure awakens, mutants will rule the
Earth! Strange asks Magneto how he came to be here as he had last heard that the
mighty Magneto was captured by the Avengers. Magneto goes on to explain how his
current situation came to pass (ASIDE: Magneto was captured by the Avengers (see Avengers #111) after he was defeated by a mighty blow by the Vision.
Unsure of what to do with him, Thor suggested that they encase the villain in a
bubble of raw energy and leave him at the center of the Earth where the magnetic
lines of force which surround the planet were in such perfect balance that they
served to nullify his powers completely. He remained imprisoned there for months
until the passing of the comet Kohoutek shifted the Earth's magnetic forces
almost imperceptibly. But, still the shift was enough for Magneto to exert his
forces and shatter the energy globe. He then made his way surface ward propelled
by his magnetic power. Eventually he reached what he thought was the surface
but, was in fact a long lost cavern. A cavern which housed the ruptured remnants
of an ancient civilization! He found machines of alien concept and design and he
found libraries filled with alien books written in an unknown language. For a
long time Magneto stayed in the cavern deciphering the language and then
studying the books. At last, he discovered a secret so spectacular that he could
no longer bear to keep it himself. He returned to the surface world and sought
out the only beings he deemed worthy of sharing the secret. The untouchable
Unus, the malevolent Mastermind, the unbeatable Blob and the lovely
Lorelei...all mutants like himself...and all evil. END OF ASIDE).

Professor X asks Magneto what was
the secret he discovered in that cavern and what is that sleeper behind him.
With a grandiose gesture, Magneto exclaims that using the long-forgotten
knowledge of the Ancients he is growing a mutant...the Ultimate Mutant! Having
explained his motives, Magneto departs to attend to other tasks which require
his attention. With the Defenders left alone, trapped in the magnetic prison,
Prof X reaches out to the team telepathically. The professor's plan is simple:
since mental energy is essentially electrical in nature, a controlled
concentration of such energy could conceivably disrupt the magnetic force field
that binds them. Thus, at Prof X's psychic command, the Defenders (with the
exception of the Hulk mind you!) concentrate on a single thought...a thought
channeled and focused through the mind of Professor Charles Xavier the most
powerful mind on the face of the Earth. Suddenly, there is a harsh crackle of
disrupted energy as the magnetic field is broken and the Defenders find
themselves free!

Magneto hears the noise of the
Defenders' prison break and summons his brother mutants to destroy the team.
Without hesitation, the Evil Mutants rush to answer their master's command.
Strange warns the mutants to stand aside or suffer the consequences but the Blob
is quick to answer back that they have no fear of a scrawny bunch of rubes! This
enrages the Hulk who slams into the Blob but discovers that he made no effect as
the Blob can absorb the impact of anything. A quick backhand then sends the Hulk
sprawling. A few feet away, Valkyrie strikes at Unus the Untouchable with her
enchanted blade but she finds her blow to be ineffectual as well. Unus then
launches himself at the Valkyrie. Meanwhile, the Mastermind attacks Doctor
Strange by conjuring up a massive green skinned monster. However, Strange uses
the Flames of the Faltine to dispose of the magical beast. But, to the mystic
mage's abject amazement, a second hideous monster appears! While Doctor Strange
battles the conjured monsters of the Mastermind, Nighthawk and Prof X face off
against Lorelei. The silver haired woman parts her rose-petal lips and begins to
sing a siren song which has the singular effect on any male unfortunate enough
to hear it to stop the pair cold in their tracks!

The Hulk continues to pound at
the Blob with no effect. The Blob boasts that there is not anything which can
hurt him once he has rooted himself down. So, surprisingly, the Hulk decides to
"un-root" the Blob by smashing the ground beneath him. Then, with a powerful
right hook, the Hulk plows the fat mutant in the belly with the desired effect
of taking the Blob out of the fight. Meanwhile, Doctor Strange begins to grow
exhausted from the ceaseless battle with conjured monsters so he decides to turn
the tables on the Mastermind and conjures up five illusions of himself! The
Mastermind, confused by the multiple images of the magical Defender, is unable
to focus his powers and as he hesitates, Doctor Strange blasts him with a mystic
bolt, sending the evil mutant into unconsciousness. Nearby, Professor X
struggling to resist the siren song of Lorelei, reaches behind the frozen
Nighthawk and enables the jet-pack of the Defender which cause Nighthawk to be
thrust forward, directly into the singing mutant, ending her song. And, only a
few feet away, Valkyrie realizes that Unus must lower his force field to contact
her so when he grabs her wrist, she applies a little leverage and flips the
untouchable mutant in the air directly into the waiting fist of the Hulk
*KWOOM!!*. The dust finally settles and the Defenders stand alone,
victorious!

But Magneto meanwhile, has
activated the final procedures of his alien machinery, beginning a process which
once initiated cannot be reversed! The glassine chamber starts to glow from
within and then begins to tremble and shudder. Finally, with a burst of
almost-solar brilliance, the capsule erupts into fragments...revealing a
creature who Magento exclaims will make him the master of the world!